vTv Therapeutics Inc-A 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______Commission file number:001-37524 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YesoNox Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YesxNoo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of March20, 2025. Shares Outstanding Class of StockClass A common stock, par value $0.01 per share 2,612,257577,349 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed within 120 days after December31, 2024, areincorporated by reference into Part III of this Annual Report on Form 10-K where indicated. vTv THERAPEUTICS INC. AND SUBSIDIARIESINDEX TO FORM 10-KFOR THE FISCAL YEAR ENDED December31, 2024 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1CCybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities58Item 6.[Reserved]58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A.Quantitative and Qualitative Disclosures About Market Risk67Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67Item 9A.Controls and Procedures67Item 9B.Other Information68Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS As used in this Annual Report on Form 10-K, the “Company”, the “Registrant”, “we” or “us” refer to vTv Therapeutics Inc., and“vTv LLC” refers to vTv Therapeutics LLC. The following discussion and analysis of our financial condition and results of operationsshould be read in conjunction with our financial statements and related notes that appear elsewhere in this report. In addition to historicalfinancial information, the following discussion contains forward-looking statements that reflect our plans, estimates, assumptions andbeliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause orcontribute to these differences include those discussed below and elsewhere in this report under “Part I—Item 1A, Risk Factors.”Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies andoperations, financing plans, potential growth opportunities, potential market opportunities, potential results of our drug developmentefforts or trials, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can beidentified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”“predicts,” “projects,” “should,” “will,” “would” or simi